Ultimate Spider-Man Vol 3
by Academ
Summary: No one comes back to life in the Ultimate Universe. It doesn't happen. So how could Peter Parker still be alive when he died three years ago? And how is Norman Osborn still running around, blaming all of his problems on the few people who have more power than him? No one knows. Until now. Canon as much as can be. Rated T. Spoilers for Ultimate Universe Comics within.


**Ultimate Spider-Man Vol. 3**

**A/N: Feel free to skip over this if you wish. I won't hold it against you.**

**I've been paying a lot of attention to recent developments in the Ultimate Universe of Marvel Comics. I am a subscriber to the comics and-I know how this sounds-I have studied them extensively. Brian Michael Bendis is one of those great writers who hides the smallest clues as to what will happen later on in his comics. This story, which shall most likely run for around 32 chapters (which will vary in length), is based extensively on my notes. Other things that happen in it are simply my own creative intuition at work.**

**I'll try to keep things as canon as I can, but since Bendis hasn't unveiled the entirety of his plans regarding his Universe, I will have to take some creative liberties that may or may not be corrected later in another version of the story.**

**I plan to keep this story third person, but should circumstances arise in which I will have to revert to first person, I will notify you and provide justification, if it is necessary.**

**I also plan to disclose a detail from my notes that you (who have read the comics) are sure to find particularly interesting at the end of each chapter. They will be things that you probably never noticed, or never saw the hidden meaning behind. I think you get the gist of it. Check back for them when you can if you think they're cool enough. **

**I plan to update this story at least once per month, probably in line with the release of the next issue of the comic. I have no intention of holding anyone hostage over petty reviews. Leave them if you will, they will not accelerate or perpetuate the rate at which I release new chapters. **

**Also, do not be surprised if there are a few outstanding delays. My rigorous array of courses at college demands much of my attention on the day-to-day.**

**Lastly, if you personally have an idea to float, have an issue with a story element that I have introduced, or detect any blatant inaccuracies that I never made you aware of before-hand, feel free to leave a review or message me. I am open to all criticism. But please, be fair. Don't insult my work just because you don't like it. I work hard at this stuff. Rather tell me how I can do better, and I will try.**

**I promise you that.**

Previously on Ultimate Spider-Man:

Peter Parker died at the hands of Norman Osborn, the Green Goblin, and his Sinister Six, managing to keep his loved ones out of harm's way…

Against all odds.

Three Months ago, a young boy named Miles Morales was bitten by Oz Spider #42, one from the same line of spiders that had bitten Peter Parker and gifted him with his powers. Upon hearing of a violent altercation in Forest Hills, Queens from his best friend Ganke Lee, decided to risk exposing himself, head out, and aid the outnumbered and wounded Spider-Man…

Only he arrived on the scene too late.

It is here that we leave off, true believers.

Before the **Fallout.**

**Ultimate Spider-Man Vol. 3 **

**Issue 1: Entropy**

Miles landed on the roof of the house across street from the Parker residence. From his spot he had a wholesale view of the scorched earth left in the wake of a massive super-powered altercation. Villains Miles recognized from Spider-Man's colorful villain gallery lay in unmoving messes scattered all along the drive. There were throngs of people from all around the neighborhood, and some of the surrounding ones by the looks of it, and an absolutely destroyed semi that'd probably been the source of one of the explosions that Miles had heard just prior to arriving on the scene.

And somewhere in the center of all that chaos he sees **him**. His life blood seeping out of both sides of the gun wound to his torso. But the thing that truly sticks out to Miles the most is that Spider-Man's mask is off, leaving his true face for the world to see.

_This is bad_, Miles thinks.

A redheaded girl kneeling beside his body, yells for somebody to do something, anything to save the one person she loves the most.

_This is really bad._

Miles hops down from the top of the house, managing the fifteen foot fall with such ease that would have drawn the suspicion of all the people around him had their attention not already been directed entirely elsewhere. Miles casually makes his way over to the crowd and enters it.

The wailing cries of an elderly lady guide his way through the sea of bystanders obscuring his view. "What did you do, boy? What did you do?" she says.

"It's okay," a small voice answers. "I—I did it."

Chills tingle down Miles' spine. The crowd suddenly becomes silent and still.

"Just—just hold on." The elderly lady pleas. The desperation in her voice is almost palpable. "The ambulance is—"

"Don't you see… it's okay."

Miles pushes his way past a woman and cuts by a burly guy with a desperado hat, finally finding his clear vantage point. He immediately finds himself wishing he could shield his eyes, but he knows he has to see this.

"I did it," Spider-Man said, a weak arm gripping the lapel of the elderly lady's jacket.

Miles swears his eyes are betraying him when he sees the dying Spider-Man crack a smile. "I couldn't save him. Uncle Ben. I couldn't save him… No matter what I did."

Spider-Man draws in his last breath.

"But I saved you. It did it… I did…"

Life leaves him. His hand falls to the ground and his eyes close.

_The blood stops flowing._

The elderly lady's eyes shoot wide open and she stumbles back from the body. The blonde girl catches her before she collapses to the ground in horror. A boy with raven black hair does what nobody else has the capacity to do at the moment. He inches the way over to his friend, drops to his knees beside the body, and brings his ear down to the sternum to check for a heartbeat. But there's nothing.

All he can hear is the cracking of the flames behind him and the cries of his friend's family.

When he finally raises his head, they're all looking at him. _Is he alive,_ their eyes wordlessly ask.

Johnny Storm doesn't have it in him to answer them. The only thing he _can_ do is hang his head in shame.

_No._

There's a moment where time stops and all of them freeze as they struggle to accept what has happened. Hands rise to cover mouths. People in the crowd rest heads on each other's shoulders and grow close, mourning the death of a boy none of them had ever cared to know. Tears fall to the ground like rain, flooding the street with sorrow.

"Nooo!" the elderly lady screams through her hand.

Mary Jane Watson draws the fallen hero to herself and holds him in a tight embrace. She looks down at his face, begging for this to be some dream. For this whole day to not have ever happened.

A tear runs down her cheek and drops down onto his face. His _still_ face.

"Oh God! Not him too! PLEASE! Not him too!" The blonde girl grabs the elderly lady and hugs her tightly, as if she were the last person left that tethered her to this terrible world. She wants to say something to help ease this poor lady's pain, but there is nothing that can be said.

How do you tell somebody 'it's all going to be okay' when their son just died before their eyes?

Gwen Stacy closes her eyes and buries her face into May Parker's shoulder. "Oh God! Please!" the poor lady pleas once more. "Please no!" They stay silent for some time until May takes in one deep breath and gently pushes Gwen away to join Mary at Spider-Man's side.

With no one to hold onto, Gwen sat down next to Johnny. She reaches out with a quivering hand and lays it on his shoulder. "Johnny?" she manages to choke out.

He doesn't move. He doesn't respond. His head stays down.

Gwen gives his arm a squeeze. "_Johnny?"_

Johnny lifts his head up to look at her, but he can't work up the nerve to look her in the eyes. Because he can't shake this feeling that somehow this was all his fault. The Goblin—Osborn—had taken his supernova heat and had nearly killed Peter with them. If Mary Jane hadn't… done what she did, the fight might have ended much differently.

And Peter's death would not have meant anything. Osborn would have lived to carry out exactly what he had sworn to Peter he would. To kill his family. Without mercy. Without hesitation. Just for the satisfaction of hearing their screams as they burned to ashes and bone.

He shakes his head and sinks back down into himself. He'd almost been the cause of _that_. Aunt May, Gwen, and Mary were the only family he had left outside of his sister, who he hardly saw, let alone talked to anymore.

How could he face them now?

"Why does this happen, Gwen? Why does this always happen?"

"Wh-what do you mean?"

"Things were going so well. P-Peter had finally squared things away with you… and with MJ. And with Bobby around and with all you guys it was like we were all a part of some sort of amazing family. I'd never had so much fun in my life as I did with you guys.

"But then _this _happened. Again. Like it did before. With my dad. And pretty much half of all the heroes on the planet. Where does it stop?"

With the corpse of a young boy who had been like a brother to her so near and fresh, she wasn't sure how to answer him. Barely a year ago, her father had died, and two months after that, she herself had been murdered. The only reason she was still alive now was _him_, and now he was gone too.

"I don't know…" she says after a while, "But I hope it will end soon."

"Me too," Johnny whispers. "Me too."

**Note #22: **

In the beginning first issue of the Ultimate Fallout arc, Gwen Stacy is reading the Daily Bugle headline that reports the death of Spider-Man/Peter Parker. Underneath the title and subtitle of the article, there is a subscript that reads: "Reporting by Frederick Foswell."

This is particularly interesting because Foswell was the man whose head Wilson Fisk crushed to demonstrate what happens to those who ridicule the Kingpin, as well as to demonstrate what happens to masked vigilantes who'd ever dare meddle in his affairs.

So how could he have written the article?

I don't think he ever could have. It's most likely that Bendis simply got his Universes mixed up and put Foswell's name there. I highly doubt that Bendis has had any plans for this character since he killed him off in issue 10 of volume 1, way back when the Ultimate Universe was still young.


End file.
